Outlook Therapeutics, Inc.
50.30%
29,040,929
1649989
69012T305
May 26, 2025
May 28, 2025, 05:24 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| GMS VENTURES & INVESTMENTS | Investment Company | 50.30% | 29,040,929 | 0 | 29,040,929 |
| SUKHTIAN GHIATH M. | Other | 50.30% | 29,040,929 | 0 | 29,040,929 |
Disclosure Items (5)
Common Stock, par value $0.01 per share
Outlook Therapeutics, Inc.
111 S. Wood Avenue, Iselin, NJ, 08830
The response to Item 3 in the Schedule 13D is hereby amended to add the following after the last paragraph: The source of funds for the purchases in the May 2025 Public Offering (as defined below) was the working capital of GMS Ventures and capital contributions made to GMS Ventures.
The following disclosure is based upon 42,192,728 outstanding Shares of the Issuer as of May 22, 2025, as set forth in the Issuer's Prospectus Supplement, as filed pursuant to Rule 424(b)(5), filed with the SEC on May 22, 2025, plus 3,458,571 Shares underlying Tranche A Inducement Warrants, 3,458,571 Shares underlying Tranche B Inducement Warrants and 8,571,428 Shares underlying Public Offering Warrants. As of the date hereof, GMS Ventures directly owns 13,552,359 Shares and 15,488,570 warrants to purchase Shares, representing a total of 29,040,929 Shares beneficially owned by GMS Ventures. This represents approximately 50.3% of the outstanding Shares, calculated pursuant to Rule 13d-3 under the Act. Sukhtian is the holder of a controlling interest in GMS Holdings, which is the sole owner of GMS Ventures. By virtue of such relationship, Sukhtian may be deemed to beneficially own the securities held by GMS Ventures for purposes of Rule 13d-3 under the Act. This represents approximately 50.3% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Act.
GMS Ventures: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,040,929 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,040,929 Sukhtian: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 29,040,929 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 29,040,929
The transactions described in Item 4 are incorporated herein by reference. Except as described in Item 4, the Reporting Persons have not effected any transactions in Shares during the past sixty (60) days.
Not applicable.
Not applicable.
-------------------------------------------------------------------------------------------------------------------------------------- Exhibit Description -------------------------------------------------------------------------------------------------------------------------------------- 1. Joint Filing Agreement, between Ghiath M. Sukhtian and GMS Ventures and Investments, dated January 22, 2025.* -------------------------------------------------------------------------------------------------------------------------------------- 2. Amended & Restated Investor Rights Agreement by and between Outlook Therapeutics, Inc. and GMS Ventures and Investments, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K, filed with the SEC on April 22, 2022). -------------------------------------------------------------------------------------------------------------------------------------- 3. Power of Attorney by Ghiath M. Sukhtian, dated as of December 30, 2019 (incorporated by reference to Exhibit 24.4 to the Form 4 filed by Ghiath M. Sukhtian with the SEC on January 29, 2020). -------------------------------------------------------------------------------------------------------------------------------------- 4. Power of Attorney by GMS Ventures and Investments, dated as of February 25, 2020 (incorporated by reference to Exhibit 24.1 to the Form 3 filed by GMS Ventures and Investments with the SEC on February 27, 2020). -------------------------------------------------------------------------------------------------------------------------------------- 5. Form of Inducement Letter, dated as of January 16, 2025 (incorporated by reference to Exhibit 10.1 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- 6. Form of Common Stock Purchase Warrant of Outlook Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- 7. Form of Common Stock Purchase Warrant of Outlook Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- 8. Form of Common Stock Purchase Warrant of Outlook Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 of to the Issuer's Form 8-K, filed with the SEC on May 23, 2025). -------------------------------------------------------------------------------------------------------------------------------------- * Filed herewith.